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Get filing alertsStandex completes $64M acquisition of remaining 9.9% stake in Narayan Powertech
Filed July 2, 2026 · Period ending June 26, 2026 · ~1 min read
Key Changes
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Standex acquired the final 9.9% minority stake in India-based transformer manufacturer Narayan Powertech for $64 million cash, achieving 100% ownership. Transaction closed July 2, 2026.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Original plan to acquire the stake via stock swap abandoned after India's Reserve Bank did not approve by October 2025 deadline. Parties negotiated direct cash purchase instead of using fallback put/call options.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Shareholders' Agreement with minority holders automatically terminated upon closing with no early termination penalty. Agreement had granted minority shareholders preemptive rights, director appointment rights, and protective provisions.
Item 1.02 — Termination of a Material Definitive Agreement verify on EDGAR → -
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Management stated Narayan's integration with Standex Grid has proceeded smoothly, with teams focused on meeting customer demand. Narayan founder Chirag Shah continues as Managing Director.
Exhibit 99.1 view on EDGAR →
Summary
Standex completed its acquisition of Narayan Powertech by purchasing the remaining 9.9% minority stake for $64 million in cash, bringing its ownership to 100%. The transaction closed July 2, 2026, consolidating full control of the India-based transformer manufacturer within Standex's Grid segment. The path to full ownership shifted after regulatory hurdles emerged.
The original agreement called for acquiring the minority stake through a stock swap, contingent on approval from India's Reserve Bank. When that approval was not obtained by the October 2025 deadline, put and call options became available as a fallback mechanism with pricing tied to either original fair market value or a formula based on Narayan's EBITDA.
Instead of exercising those options, the parties negotiated a direct cash purchase. For retail holders, this is a straightforward consolidation that eliminates minority shareholder rights and simplifies Standex's ownership structure in a business it already controlled. Management indicated the integration with Standex Grid is proceeding smoothly, and Narayan's founder remains in place as Managing Director. The $64 million price represents the final piece of an acquisition strategy Standex has been executing in the transformer space.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Pursuant to the Original Narayan Purchase Agreement, subject to receipt of regulatory approval from the Reserve Bank of India (“RBI”), Mold-Tech Singapore was to acquire the remaining 9.90% of the capital stock of Narayan from the Narayan Selling Parties in a second closing, in consideration for shares of Standex common stock (the “Share Swap”). ... RBI approval for the Share Swap was not obtained by October 28, 2025.
The original plan to acquire the remaining 9.90% stake through a stock swap required regulatory approval from India's Reserve Bank, which was not obtained by the October 28, 2025 deadline. Instead of exercising put/call options that became available as a fallback, the parties negotiated a direct cash purchase.
Added in current filing · verify on EDGAR →
if RBI approval for the Share Swap was not obtained by October 28, 2025, the remaining 9.90% of the outstanding capital stock of Narayan would instead become subject to put and call options exercisable in accordance with schedules set forth in the Shareholders’ Agreement, at a purchase price based on the greater of (a) the fair market value of the securities of Narayan as of the Original Closing Date and (b) a formula based on Narayan’s adjusted EBITDA for the twelve months prior to the exercise of any such put or call option.
The Shareholders' Agreement included a fallback mechanism with put and call options if regulatory approval failed. The purchase price under these options would have been based on either the original fair market value or a formula tied to Narayan's adjusted EBITDA. The parties chose to negotiate a direct sale instead of using this mechanism.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Standex entered into a second purchase agreement with Narayan, details disclosed in Item 2.01 and Exhibit 10.1.
Added in current filing · verify on EDGAR →
The foregoing description of the Second Narayan Purchase Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Second Narayan Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Standex has entered into a second purchase agreement with a party named Narayan. The 8-K references Item 2.01 for details and attaches the full agreement as Exhibit 10.1. The filing does not disclose the subject matter, purchase price, or business rationale for the transaction in the excerpted text.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Second Narayan Purchase Agreement contains representations, warranties and covenants that the parties made to each other solely for purposes of that agreement, which may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms, and no person should rely on such representations and warranties as statements of factual information at the time they were made or otherwise.
The filing includes standard cautionary language that the representations and warranties in the purchase agreement are negotiated contractual terms, not factual statements for third-party reliance. This is boilerplate disclosure accompanying material agreements.
Event · Item 1.02 — Termination of a Material Definitive Agreement
Item 1.02 — Termination of a Material Definitive Agreement filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Neither Standex nor Mold-Tech Singapore incurred any early termination penalty in connection with the termination of the Shareholders’ Agreement.
The termination of the Shareholders' Agreement did not trigger any early termination penalties for Standex or its subsidiary, indicating the transaction proceeded according to the agreement's natural terms without additional costs.
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 2, 2026, Standex issued a press release announcing the completion of the acquisition of the remaining 9.90% minority interest in Narayan
Standex completed the acquisition of the remaining 9.90% minority stake in Narayan, bringing its ownership to 100%. This consolidates full control of the subsidiary. The 8-K references additional details in Items 1.01, 1.02, and 2.01, but those sections are not included in the provided filing text.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Narayan and Standex Grid have created a stronger player in the transformer industry, with the ability to leverage a larger global footprint and portfolio breadth to create increased value for our customers
The combination of Narayan with Standex Grid is positioned to create a stronger competitor in the transformer industry by leveraging an expanded global footprint and broader product portfolio. The founder of Narayan, Chirag Shah, will continue with the company as Managing Director, providing continuity in leadership and operational expertise.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
We are pleased with the smooth integration of Narayan and Amran. Our internal teams are completely focused on meeting customer demand now and in the future
Management indicated that the integration of Narayan with Amran (another Standex entity) has proceeded smoothly, and internal teams are focused on meeting customer demand. This suggests the operational combination is progressing as planned and the company is prioritizing customer service during the integration period.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 7, 2026 · How we verify